Also known as: affirmations of fact · express warranty · representation of fact
Written by attorneys · grounded in primary & secondary sources — see below
2 senses
A statement by a seller asserting a fact about goods that relates to them and forms part of the basis of the bargain. Such a statement creates an express warranty that the goods will conform to the stated fact.
A statement by a seller asserting a fact about goods that relates to them and forms part of the basis of the bargain. Such a statement creates an express warranty that the goods will conform to the stated fact.
Select any source to read its text and confirm it supports the definition.
A representation made by a limited liability company, limited partnership, or partnership in a public filing that a designated registered agent has agreed to accept service of process and perform related duties.
Select any source to read its text and confirm it supports the definition.
A representation made by a limited liability company, limited partnership, or partnership in a public filing that a designated registered agent has agreed to accept service of process and perform related duties.
Each sense below has its own examples, sources, and questions.
Arthur Abrams sold a commercial printer to Aurora Biotech. Abrams told the buyer that the machine would process 500 pages per minute without jamming. Aurora relied on that statement when signing the purchase order. When the printer jammed after 200 pages per minute, Aurora sued for breach of the resulting warranty.
Andre Antoine bought industrial pumps from Anchor Bank after reviewing a brochure that described each unit as handling 200 gallons per minute. The pumps delivered only 120 gallons per minute in use. Antoine prevailed on an express warranty claim because the description formed part of the bargain.
Antonio Alvarado ordered custom circuit boards after inspecting a working sample provided by Aurora Biotech. The delivered boards failed to match the sample's conductivity levels. Alvarado recovered because the sample created an express warranty of conformity for the entire order.
An affirmation of fact asserts a specific, verifiable characteristic of the goods. A statement of opinion or value does not create a warranty even if the buyer relies on it. Courts examine whether the seller asserted a fact the buyer could not independently verify.
Supporting sources
The buyer must show the statement was made before or during the transaction and that it influenced the purchase decision. No formal reliance language is required. Proximity in time and the commercial context usually suffice.
Supporting sources
Aether Technologies filed its articles of organization naming Anchor Bank as registered agent. The filing stated that Anchor Bank had consented to serve. When a creditor later served process on Anchor Bank at its in-state office, the LLC could not later deny the agent's authority based on the public affirmation.
Avalon Pharmaceuticals formed a limited partnership and listed Amelia Amari as registered agent in the certificate. The certificate affirmed that Amari had consented. A plaintiff served process on Amari at her listed address. The partnership remained bound despite later internal disputes over consent.
Austin Abbott's law firm LLP filed its statement of qualification naming Anita Ali at her downtown office. The statement affirmed Ali's consent to serve. When a former client served suit on Ali during business hours, the LLP could not quash service by claiming lack of actual agreement.
Yes. The filing itself constitutes the entity's affirmation that the named agent consented. Third parties may rely on the public record without investigating private consent disputes between the entity and the agent.
Supporting sources
No. Once the entity files the designation, it is bound by its own affirmation. Internal disputes over actual consent do not invalidate service on the named agent.
Supporting sources
…whether oral or written, may be accompanied by an express warranty. Under the broad terms of the Uniform Sale of Goods Law any affirmation of fact relating to the goods is an express warranty if the natural tendency of the statement is to induce the buyer to make the purchase. R. S. 46:30-18. And over the years since the almost…